Business Document Dump

Business Document Dump

Parties and Recitals

This Business Document Dump Agreement (the Agreement) is made as of between (Service Provider), and (Client).

WHEREAS, Service Provider has compiled, prepared, or holds certain business documents, records, and materials described herein; and

WHEREAS, Client desires to receive and accept a consolidated delivery of such documents and materials for Client's business use under the terms and conditions set forth below.

Scope of Documents and Delivery

Service Provider shall deliver the documents described in this Agreement either as physical originals, certified copies, or electronic files as specified below. Delivery shall include reasonable organization, indexing, and a written inventory of included items.

Document Inventory

List each document delivered. If more space is required, attach additional pages signed by both parties.

Payment Terms

As consideration for the compilation, organization, and delivery of the documents described herein, Client shall pay Service Provider according to the terms set forth below.

If payment is not received within the time specified in the payment schedule, Client shall be responsible for any reasonable costs of collection, including attorneys' fees, and interest as set forth above.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, continues until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination for convenience requires prior written notice as set forth above.

Confidentiality

Each party acknowledges that certain information included within the delivered documents may constitute Confidential Information. “Confidential Information” means non-public business, financial, technical, or other information disclosed in tangible or intangible form that a reasonable person would understand to be confidential. The receiving party shall:

(a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not use Confidential Information except for the purposes contemplated by this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which obligations shall survive for as long as such information remains a trade secret under applicable law.

Representations and Warranties

Each party represents and warrants that it has the full right, authority, and capacity to enter into this Agreement and to perform its obligations hereunder. Service Provider represents that, to its knowledge, it has the right to deliver the documents listed in the inventory and that such delivery will not breach any third-party confidentiality or ownership rights except as expressly disclosed in writing to Client prior to execution.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of without regard to its choice-of-law principles. Except as otherwise agreed in writing, the parties submit to the exclusive jurisdiction of the courts located within that state for resolution of disputes arising under this Agreement.

Limitation of Liability

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. The total aggregate liability of each party under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Acknowledgement

The undersigned parties represent and warrant that the information provided in this form is true and accurate, and that they are authorized to execute this Agreement on behalf of the named parties.

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